When the Big Blue Swim School agreement refers to 'we,' 'us,' and 'our,' does this include affiliates?
Big_Blue_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
ur signature at the end | | of this Agreement (the "Effective Date"). | |
1. Preambles
We and certain of our affiliates (a) have created, designed, and developed a swim school concept identified by the Marks (defined below) that currently provides a proprietary curriculum of swim lessons and skills in approximately 90-degree water to children ranging in age from three (3) months to twelve (12) years old (the "Swim School Concept"), and (b) also may permit other services provided in a swimming pool (the "Ancillary Services") that are not encompassed within the Swim School Concept. We and such affiliates currently use, promote, and license certain trademarks, service marks, and other commercial symbols for the Swim School Concept and Ancillary Services, including "BIG BLUE SWIM SCHOOL®," and from time to time may create, use, and license new trademarks, service marks, and commercial symbols (collectively, the "Marks"). One of our affiliates currently owns the Marks, the Confidential Information (defined in Section 9 below), and all aspects of our branded system and licenses that intellectual property to us for use in our franchise program for BIG BLUE Swim Schools operating the Swim School Concept ("BIG BLUE Swim Schools"). The definition of "Swim School Concept" expressly excludes a swim-related business, whether or not operated under the Marks, whose core activities are anything other than providing swim lessons and skills in approximately 90-degree water to children ranging in age from three (3) months to twelve (12) years old, including, for example but without limitation, competitive swimming in lower-temperature water, coaching and video analysis, laps, wave pools, and any Ancillary Services.
Source: Item 22 — CONTRACTS (FDD pages 75–76)
What This Means (2025 FDD)
According to Big Blue Swim School's 2025 Franchise Disclosure Document, the terms 'we,' 'us,' and 'our' can include Big Blue Swim School's affiliates in certain contexts within the franchise agreement. Specifically, Big Blue Swim School and its affiliates have created and designed the swim school concept and may use, promote, and license trademarks and service marks. One of Big Blue Swim School's affiliates owns the marks, confidential information, and all aspects of their branded system, licensing that intellectual property to them for use in their franchise program.
This means that franchisees may interact with Big Blue Swim School's affiliates on matters related to trademarks, confidential information, and the overall branded system. For example, an affiliate may be involved in defending against trademark infringement claims related to the franchisee's use of Big Blue Swim School's marks, as the franchisor or its affiliates may defend and control the defense of any proceeding arising from or relating to the franchisee's use of any Mark under the Agreement. Additionally, Big Blue Swim School and its affiliates possess confidential information related to operating Big Blue Swim Schools.
Furthermore, Big Blue Swim School may assign its right of first refusal to a third party, including an affiliate, which would then have the rights described in that section of the agreement. The franchise agreement clarifies that references to 'we' or 'us' include their assignee if they have exercised their right to assign this right of first refusal to a third party. This indicates that affiliates can play a role in the transfer of a franchise, potentially impacting a franchisee's ability to sell their business.
In summary, prospective franchisees should recognize that the franchise agreement extends certain rights and obligations to Big Blue Swim School's affiliates. Understanding the specific roles and responsibilities of these affiliates is crucial for a complete understanding of the franchise relationship. Franchisees should pay close attention to sections of the agreement that mention affiliates to fully grasp the scope of their involvement.